Extraordinary General Meeting 2014
This press release may not be announced, published or distributed, in whole or in part, directly or indirectly, in the United States, Australia, Canada, Hong Kong, Japan or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be prepared or registered or require any other actions to be taken, in addition to the requirements under Swedish law. This press release is not a prospectus but an announcement of the resolutions passed by the general meeting of shareholders of CDON Group AB (publ.). For further information, please refer to “Important notice” in this press release.
This press release has been published in Swedish and English. In the event of any discrepancy in content between Swedish original text and the English translation, the Swedish original shall prevail.
CDON Group AB (publ.), the leading e-commerce group in the Nordic region, today announced that the Extraordinary General Meeting (EGM), held today in Stockholm, approved the company’s preferential rights issue, announced on 22 October 2014, and resolved to amend the Articles of Association including the change of the company name to Qliro Group AB (publ.).
The EGM resolved to approve the Board's decision of 21st of October 2014 to increase the company’s share capital through a new issue of ordinary shares with preferential rights for existing shareholders.
The rights issue is carried out in accordance with the conditions set by the Board of Directors on 17 November 2014:
- Shareholders in CDON Group have preferential rights to subscribe for 1 new share per 2 existing shares.
- The subscription price is SEK 13 per new share, which represents total rights issue proceeds of approximately MSEK 647 before transaction costs.
- The subscription period is 28 November – 12 December 2014 with the possibility for the Board to extend the subscription period.
- Up to 49,756,593 new shares will be issued, which will increase the share capital with up to SEK 99,513,186, at full subscription.
- The record date at Euroclear Sweden AB for the right to receive subscription rights is 25 November 2014.
The rights issue is fully guaranteed by Investment AB Kinnevik.
Detailed terms for the rights issue will be available in the prospectus, expected to be published by CDON Group on or about 27 November 2014.
The EGM also resolved to amend the Articles of Association's provisions regarding the company's name (to Qliro Group AB (publ.)), the object of the company’s business (to own and manage real property and movables, primarily through investments in businesses within the areas internet, online, e-commerce and retailing primarily with consumer brands and products as well as financing operations) as well as the minimum and maximum share capital and number of shares. Until the new Articles of Association have been registered by the Swedish Companies Registration Office (Sw. Bolagsverket), which will take place around 2 January 2015, the company will use the existing company name CDON Group AB.
For further information, please visit CDONgroup.com or, contact:
Paul Fischbein, President and CEO
Tel: +46 (0) 10 703 20 00
Questions from investors and research analysts:
Nicolas Adlercreutz, CFO
Tel: +46 (0) 70 587 44 88
E-mail: ir@cdongroup.com
Questions from media:
Fredrik Bengtsson, Head of Communications
Tel: +46 (0) 700 80 75 04
E-mail: press@cdongroup.com
The information in this announcement is such that CDON Group AB (publ) is required to disclose under the Securities Markets Act. This information was released for publication at 11:15 CET on 21 November 2014.
About CDON Group
CDON Group is the leading e-commerce group in the Nordic region. Since the start in 1999, the Group has expanded and broadened its product portfolio and is now a leading e‐commerce player in consumer goods and lifestyle products through CDON.com, Lekmer, Nelly (Nelly.com, NLYman.com, Members.com), Gymgrossisten (Gymgrossisten.com/Gymsector.com, Bodystore.com, Milebreaker.com) and Tretti. The group also comprises the payment solution Qliro. In 2013, the group generated 4.4 billion SEK in revenue. CDON Group’s shares are listed on Nasdaq Stockholm’s Mid-cap list under short name “CDON”.
Important information
This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in CDON Group. Invitation to the persons concerned to subscribe for shares in CDON Group will only be made through the prospectus that CDON Group intends to publish at CDON Group’s website, following the approval and registration by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) around 27 November 2014. The prospectus will contain, among other things, financial statements as well as information regarding CDON Group's Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus, accordingly investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by CDON Group.
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.
This press release is not directed at persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the ("United States"), Canada, Australia, Hong Kong, Japan or in any other country where the offer or sale of the subscription rights, interim shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, Japan or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the "Securities Act") or laws applicable in other jurisdictions.
In addition, if and to the extent that this press release is communicated in any European Economic Area member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the "Prospectus Directive"), this press release is only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This press release does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
In the United Kingdom, this press release is being distributed only to, and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.
No subscription rights, interim shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, interim shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. There are no plans to register any securities mentioned in this press release in the United States or make an offer to the public in the United States.